DEF 14A of Abercrombie & Fitch Co /De/, Apr 20, 2026

DEF 14A of Abercrombie & Fitch Co /De/

Filed Apr 20, 2026 · FY20250001018840-26-000022

Open on EDGAR

  1. Director Nominees

    Director Nominees Our Board currently has ten members, nine of whom are standing for re-election at the Annual Meeting to serve until the 2027 Annual Meeting of Stockholders (such nine directors, the “director nominees”). Helen Vaid is not standing for re-election at the Annual Meeting. We thank Ms. Vaid for her service on the Board. Following the Annual Meeting, the Board will reduce its size from ten members to nine members. The following snapshot and table provide summary information about our director nominees. The data set forth below is based on self-identification information provided by our director nominees and disclosed publicly with their consent. Please see page 7 of this Proxy Statement for Proposal 1 - Election of Directors for more information about our director nominees.

  2. Director Nominee Snapshot

    Director Nominee Snapshot

  3. Director Nominee Snapshot

    | Abercrombie & Fitch Co. | 2 | 2026 Proxy Statement |

  4. Director Nominee Summary

    Director Nominee Summary

  5. Director Nominee Summary

    | Name | | Board Tenure | Primary Occupation | Independent | Standing Committee Membership | | | | Other Public Company Boards | | | | | | | AFC | CHCC | NBGC | EC | | | | Kerrii B. Anderson | 8 years | Former President and CEO Wendy’s International, Inc. | • | © | | ● | ● | 3 | | | Andrew Clarke | 1 year | Global President, Mars Snacking Mars, Inc. | • | | ● | | | _ | | | Susie Coulter | 6 years | Founder and CEO Arq Botanics LLC | • | | | ● | | 1 | | | James A. Goldman | 6 years | Former President and CEO Godiva Chocolatier, Inc. | • | | ● | © | ● | 2 | | | Fran Horowitz | 9 years | Chief Executive Officer Abercrombie & Fitch Co. | | | | | ● | _ | | | Helen E. McCluskey | 7 years | Former President and CEO The Warnaco Group, Inc. | • | ● | © | | ● | 1 | | | Arturo Nuñez | 2 years | Founder and CEO AIE Creative | • | ● | | | | 1 | | | Kenneth B. Robinson | 5 years | Former Senior Finance Executive The Procter & Gamble Company | • | ● | | | | 2 | | | Nigel Travis ✪ | 7 years | Former Chairman and CEO Dunkin’ Brands Group, Inc. | • | | | | © | _ | | AFC | Audit and Finance Committee | | | | | ✪ | Board Chairperson | | | | CHCC | Compensation and Human Capital Committee | | | | | © | Committee Chair | | | | NBGC | Nominating and Board Governance Committee | | | | | | | | | | EC | Executive Committee | | | | | ● | Member | | |

  6. Director Nominee Summary

    | 2026 Proxy Statement | 3 | Abercrombie & Fitch Co. |

  7. Compensation Program Best Practices

    | • | Practices We EmployX | Practices We Avoid | | • | Emphasis on at-risk payX | Excise tax gross-up payments | | • | Rigorous performance metricsX | Derivatives or hedging of equity securities | | • | Robust stock ownership guidelinesX | Pledging of equity securities | | • | Incentive compensation clawback policyX | Liberal stock option or SAR recycling provisions | | • | Benchmark NEO pay against a compensation peer groupX | Multi-year employment agreements with NEOs | | • | Compensation Committee retains an independent compensation consultantX | Modification of out-of-the-money stock options or SARs without stockholder approval | | • | Annual “Say on Pay” voteX | Dividend equivalents on certain equity awards | | • | Conservative compensation risk profile | | | • | Double-trigger equity vesting in the event of a change of control | |

  8. Fiscal 2025 Compensation Program Elements

    | Element | Purpose | Metric | | Base Salary | Fixed annual cash compensation to attract and retain executive officers | Established after review of a number of factors, including base salaries for executive officers at companies in our compensation peer group and the performance of each of our NEOs | | Annual Cash Incentive Program | Performance-based variable pay that delivers cash incentives when the Company meets or exceeds key financial results | Based on an assessment of Adjusted EBIT(1) and Net Sales on a constant currency basis (“Constant Currency Net Sales”)(1) against pre-established goals | | Long-Term Equity Incentive Awards | Performance-based and time-based equity compensation to reward our executive officers for a balanced combination of the Company meeting or exceeding key financial results and creating long-term stockholder value | 50% performance-based Performance Share Awards (“PSAs”) that measure a three-year period spanning Fiscal 2025 through Fiscal 2027 50% time-based Restricted Stock Units (“RSUs”) that vest in equal installments over three years from the grant date |

  9. Fiscal 2025 Compensation Program Elements

    | Program | Feature | Fiscal 2025 Design | | Annual Cash Incentive Program | Metric | Adjusted EBIT (70%) Constant Currency Net Sales (30%) | | | Seasonal Weighting | 40% Spring 60% Fall | | Long-Term Equity Incentive Awards | Vehicle Mix | PSAs (50%) RSUs (50%) | | | Equally-Weighted PSA Metrics | Avg. Net Sales Growth Rate (33.33%) Avg. Adjusted EBIT Margin(1) (33.33%) Relative TSR (33.34%) | | | Total Shareholder Return (“TSR”) Comparators | Compensation peer group |

  10. Election of Directors

    Election of Directors

  11. Election of Directors

    | There are currently ten directors serving on the Board, all of whose terms expire at the Annual Meeting. Nine of the current ten directors are standing for re-election at the Annual Meeting. The Board is pleased to nominate the following current directors to stand for re-election at the Annual Meeting. | | | | | | •Kerrii B. Anderson | •James A. Goldman | •Arturo Nuñez | | | •Andrew Clarke | •Fran Horowitz | •Kenneth B. Robinson | | | •Susie Coulter | •Helen E. McCluskey | •Nigel Travis |

  12. Election of Directors

    Our Board currently has ten members, nine of whom are standing for re-election at the Annual Meeting. Helen Vaid is not standing for re-election at the Annual Meeting. Following the Annual Meeting, the Board will reduce its size from ten members to nine members. Under our Amended and Restated Bylaws, the Board may have a minimum of four and maximum of 13 directors. By majority vote, the Board may set the number of directors within this range at any time. Our directors are elected annually for one-year terms. Notwithstanding the expiration date of her or his term, each director holds office until her or his successor is elected and qualified. The persons named as proxies will vote for each of the nominees named, unless you vote against or abstain from voting for or against one or more of them. The nine director nominees have agreed to serve if elected, and the Board has no reason to believe that any director nominee will be unable to serve. If a director nominee is unable or declines to serve on the Board at the time of the Annual Meeting, then the persons named as proxies intend to vote for a substitute director nominee proposed by the Board, unless the Board decides to reduce the number of directors. Under our Amended and Restated Bylaws (“Bylaws”), in an uncontested election of directors, which we expect to be the case at the Annual Meeting, each director nominee must be elected by a majority of the votes cast. Votes may not be cumulated. For the avoidance of doubt, a director nominee will be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Broker non-votes and abstentions will not be treated as votes cast. Under our Corporate Governance Guidelines, if an incumbent director does not receive a majority of votes cast in an uncontested election, she or he must tender her or his resignation to the Board. In considering such resignation, the Nominating and Board Governance Committee (sometimes referred to herein as the “Nominating Committee”) and the Board (without participation by the impacted director) will evaluate the resignation in light of the best interests of the Company and its stockholders. If the Board determines that accepting such director’s resignation is not in the best interests of the Company and its stockholders and rejects the resignation, the director who offered to resign will continue to serve on the Board until the next annual meeting of stockholders or until the director’s successor is elected and qualified, subject to the director’s prior death, resignation, or removal. If the Board accepts the resignation, the Nominating Committee will recommend to the Board whether to fill the resulting vacancy or to reduce the size of the Board. The Board will publicly disclose its decision regarding the resignation within 90 days after the results of the election are certified.

  13. Election of Directors

    | YOUR VOTE IS IMPORTANT | The Board recommends that you vote FOR each of the Board’s nine director nominees. |

  14. Election of Directors

    | 2026 Proxy Statement | 7 | Abercrombie & Fitch Co. |

  15. Nominees for Our Board of Directors

    Nominees for Our Board of Directors We believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in Board activities, and other attributes discussed below. We also endeavor to have a Board that represents a range of qualifications, skills, and depth of experience in areas that are relevant to and contribute to the Board’s oversight of the Company’s business, enterprise risks, and strategic priorities. We describe below the key experiences, qualifications, skills, and attributes that each director nominee brings to the Board that the Board currently believes are important to our businesses and structure. The Nominating Committee and the Board considered these key experiences, qualifications, skills, attributes, and the nominees’ other attributes in determining that they be nominated.

  16. KEY EXPERIENCE AND QUALIFICATIONS OF OUR NOMINEES

    KEY EXPERIENCE AND QUALIFICATIONS OF OUR NOMINEES

  17. Director Nominee Skills

    Director Nominee Skills The Company has identified the following key experience, qualifications, and skills in part from questionnaires completed by each director nominee and from results of a third-party skills assessment. We believe that this reflects the balanced mix of experience and qualifications of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board. No individual experience, qualification, or other attribute is solely dispositive of becoming a member of our Board, and we believe that each director nominee has a broad array of knowledge, experience, and skills.

  18. Director Nominee Skills

    | Abercrombie & Fitch Co. | 8 | 2026 Proxy Statement |

  19. 2026 Director Nominees

    2026 Director Nominees Information regarding each director nominee, including the skills and attributes that the Board considered in determining that each such director nominee is qualified to serve on the Board, is set forth below. We believe that each of the director nominees has a reputation for the highest character and integrity, works cohesively and constructively with the other members of our Board and with management of the Company, and demonstrates business acumen and an ability to exercise sound judgment.

  20. 2026 Director Nominees

    | Kerrii B. Anderson AGE | 68 DIRECTOR SINCE | 2018 INDEPENDENT COMMITTEES | AFC (Chair); NBGC; EC | Career Highlights, Key Qualifications, and Contributions to the Board | | | | Kerrii B. Anderson brings extensive executive leadership, financial expertise, and public company governance experience across consumer, retail, and industrial businesses. She previously served as President and Chief Executive Officer of Wendy’s International, Inc. (now known as The Wendy’s Company) from November 2006 to September 2008, following earlier roles as Interim Chief Executive Officer and Executive Vice President and Chief Financial Officer, where she led the company through a period of strategic transformation and a merger. Earlier in her career, Ms. Anderson served for over a decade as Senior Vice President and Chief Financial Officer of M/I Homes, Inc., developing deep experience in capital allocation, risk management, and operational oversight. Since 2008, she has been focused on board service and has served on the boards of several public companies, where she has served as an audit committee chair and as chair or member of nominating, governance, and compensation committees, reflecting strong corporate governance and financial oversight. | | | | Other Public Company Boards | | | | •Labcorp Holdings, Inc. (NYSE: LH), a global life sciences company (May 2006 to present) •Worthington Enterprises, Inc. (NYSE: WOR), an industrial manufacturing company (September 2010 to present) •The Sherwin-Williams Company (NYSE: SHW), a company engaged in the development, manufacture, distribution and sale of paint, coatings, and related products (April 2019 to present) | | | | Key Qualifications and Certifications | | | | •Public Company Board Experience •CEO Experience •Retail •Environmental and Social •Supply Chain •Finance, Audit, and Accounting | •Corporate Governance •Risk Management •Technology and Information Security ◦Completed National Association of Corporate Directors (“NACD”) Cyber-Risk Oversight Program and earned CERT Certificate in Cybersecurity Oversight | | | Based on Ms. Anderson’s experience and her qualifications, the Board believes she is qualified to serve as a director. | |

  21. 2026 Director Nominees

    | 2026 Proxy Statement | 9 | Abercrombie & Fitch Co. |

  22. 2026 Director Nominees

    | Andrew Clarke AGE | 53 DIRECTOR SINCE | 2024 INDEPENDENT COMMITTEE | CHCC | Career Highlights, Key Qualifications, and Contributions to the Board | | | | Andrew Clarke brings expertise in consumer and retail-adjacent businesses, omnichannel and digital commerce, global brand building, supply chain oversight, and enterprise risk management. As Global President of Mars Snacking, a division of Mars, Inc. (September 2018 to present), he leads more than 50,000 associates worldwide and oversees a portfolio of iconic global brands, giving him extensive experience managing complex, international operations with strong governance and risk oversight. Previously, as Chief Marketing & Customer Officer of Mars Inc., Mr. Clarke led global marketing and customer strategy across a multi-brand portfolio, including the advancement of digital capabilities and evolving consumer behaviors. His career spans senior leadership roles across multiple geographies and categories, including general management and P&L responsibility at Mars, Inc., supported by his early-career retail operations experience at Marks & Spencer. Mr. Clarke’s background also includes overseeing environmental and social priorities, talent development, and responsible growth across diverse markets. Mr. Clarke plays an active role in his community, in part through his service for Chicago’s Griffin Museum of Science and Industry and Chicago’s Field Museum. | | | | Key Qualifications and Certifications | | | | •Retail •Omnichannel and Digital Commerce •Marketing/Branding •Global/International | •Supply Chain •Corporate Governance •Risk Management •Environmental and Social | | | Based on Mr. Clarke’s experience and his qualifications, the Board believes he is qualified to serve as a director. | |

  23. 2026 Director Nominees

    | Susie Coulter AGE | 60 DIRECTOR SINCE | 2020 INDEPENDENT COMMITTEE | NBGC | Career Highlights, Key Qualifications, and Contributions to the Board | | | | Susie Coulter brings executive leadership experience in global retail, beauty, and consumer brands, along with deep expertise in omnichannel commerce, branding, product development, and supply chain operations. She is the founder and Chief Executive Officer of ARQ Botanics LLC (January 2021 to present), an all‑natural personal care company, and she previously co‑founded and served as Chief Executive Officer of Bronty Beauty LLC. Earlier in her career, Ms. Coulter served as President of Victoria’s Secret Beauty at L Brands, Inc. and held senior leadership roles at Ralph Lauren Corporation, including President of Polo Ralph Lauren Retail Stores, overseeing large‑scale global retail operations. Ms. Coulter’s background as both a senior executive at global apparel and beauty retailers, complemented by her experience as a founder in the personal care sector, provides valuable strategic and operational insight to the Board. | | | | Other Public Company Boards | | | | •Fossil Group, Inc. (Nasdaq: FOSL), a global design, marketing, and distribution company specializing in lifestyle accessories (December 2022 to present) | | | | Key Qualifications and Certifications | | | | •Public Company Board Experience •CEO Experience •Retail •Apparel •Omnichannel and Digital Commerce •Marketing/Branding | •Global/International •Environmental and Social •Risk Management •Supply Chain •Corporate Governance •NACD Directorship Certification (earned Feb. 2023) | | | Based on Ms. Coulter’s experience and her qualifications, the Board believes she is qualified to serve as a director. | |

  24. 2026 Director Nominees

    | Abercrombie & Fitch Co. | 10 | 2026 Proxy Statement |

  25. 2026 Director Nominees

    | James A. Goldman AGE | 67 DIRECTOR SINCE | 2020 INDEPENDENT COMMITTEES | NBGC (Chair); CHCC; EC | Career Highlights, Key Qualifications, and Contributions to the Board | | | | James A. Goldman brings leadership experience in branded consumer, retail, and food and beverage businesses, along with deep public company governance and private equity advisory expertise. He previously served as President and Chief Executive Officer and a member of the board of directors of Godiva Chocolatier, Inc., where he led the global premium brand for a decade, and earlier as President of the Food & Beverage Division of Campbell Soup Company following senior executive roles at Nabisco, Inc. Since December 2016, Mr. Goldman has worked with global investment firm Eurazeo SE, representing the firm on the boards of several premium consumer food and beverage portfolio companies. From December 2024 to November 2025, he also served as Senior Advisor and Chairman1st Partner at Frontenac, a private equity firm. His more than 30 years of experience leading and advising global consumer brands provides valuable strategic, operational, and governance insight to the Board. | | | | Other Public Company Boards | | | | •Build-A-Bear Workshop (NYSE: BBW), an experiential specialty retailer with a focus on stuffed animals (February 2026 to present) •Domino’s Pizza, Inc. (NYSE: DPZ), a global restaurant and pizza company (March 2010 to April 2026) | | | | Key Qualifications | | | | •Public Company Board Experience •CEO Experience •Retail •Marketing/Branding | •Corporate Governance •Finance, Audit, and Accounting •Global/International •Supply Chain | | | Based on Mr. Goldman’s experience and his qualifications, the Board believes he is qualified to serve as a director. | |

  26. 2026 Director Nominees

    | Fran Horowitz Chief Executive Officer AGE | 62 DIRECTOR SINCE | 2017 NOT INDEPENDENT COMMITTEE | EC | Career Highlights, Key Qualifications, and Contributions to the Board | | | | Fran Horowitz brings deep retail, merchandising, and executive leadership experience as the Chief Executive Officer of Abercrombie & Fitch Co. Since joining the Company in 2014, she has held a series of senior leadership roles, including Brand President of Hollister and President and Chief Merchandising Officer across all brands, before assuming the role of Chief Executive Officer in 2017. Ms. Horowitz has led the Company through significant transformation and provides the Board with valuable insight into brand strategy, omnichannel retail, international operations, and human capital management. Earlier in her career, she held a variety of leadership roles at leading fashion retailers, including Ann Taylor LOFT, Express, Inc., and Bloomingdale’s, contributing broad market facing retail expertise and a strong understanding of consumer trends. In 2026, Ms. Horowitz was named “The Visionary 2026” by the National Retail Federation, awarded in recognition of her leadership in building authentic, customer-centric retail brands. | | | | Other Public Company Boards | | | | •Conagra Brands, Inc. (NYSE: CAG), one of North America’s leading branded food companies (August 2021 to September 2025) | | | | Key Qualifications | | | | •Public Company Board Experience •CEO Experience •Retail •Apparel | •Omnichannel and Digital Commerce •Marketing/Branding •Global/International •Corporate Governance | | | Based on Ms. Horowitz’s experience and her qualifications, the Board believes she is qualified to serve as a director. | |

  27. 2026 Director Nominees

    | 2026 Proxy Statement | 11 | Abercrombie & Fitch Co. |

  28. 2026 Director Nominees

    | Helen E. McCluskey AGE | 71 DIRECTOR SINCE | 2019 INDEPENDENT COMMITTEES | CHCC (Chair); AFC; EC | Career Highlights, Key Qualifications, and Contributions to the Board | | | | Helen McCluskey brings executive leadership and global apparel and retail industry experience, with deep expertise in operations, brand management, and public company governance. During her career, she held senior leadership roles at Liz Claiborne, Inc. and Playtex Apparel, building broad experience across product categories, sourcing, and international operations. She then progressed through roles of increasing responsibility at The Warnaco Group, Inc., ultimately serving as Chief Operating Officer (September 2010 to February 2012) and as President and Chief Executive Officer (February 2012 to February 2013), where she helped lead the company through its acquisition by PVH Corporation. Following the acquisition, Ms. McCluskey served as a board director of PVH Corporation (February 2013 to June 2014). Ms. McCluskey has served on the boards of several public companies, providing her with experience in corporate governance, risk oversight, and consumer‑focused brand strategy. | | | | Other Public Company Boards | | | | •Signet Jewelers Limited (NYSE: SIG), a retailer of diamond jewelry (August 2013 to present), Chair of the Board | | | | Key Qualifications | | | | •Public Company Board Experience •CEO Experience •Retail •Apparel •Marketing/Branding | •Global/International •Supply Chain •Finance, Audit, and Accounting •Risk Management | | | Based on Ms. McCluskey’s experience and her qualifications, the Board believes she is qualified to serve as a director. | |

  29. 2026 Director Nominees

    | Arturo Nuñez AGE | 59 DIRECTOR SINCE | 2023 INDEPENDENT COMMITTEE | AFC | Career Highlights, Key Qualifications, and Contributions to the Board | | | | Arturo Nuñez brings global marketing, brand strategy, and digital transformation expertise across consumer, technology, and sports‑driven brands. He is the founder and Chief Executive Officer of AIE Creative, a branding and marketing firm focused on immersive and purpose‑driven brand experiences (May 2018 to present). Previously, Mr. Nuñez served as Chief Marketing Officer of Nu Holdings Ltd. (Nubank), where he led marketing for one of the world’s largest digital banking platforms across Brazil, Mexico, and Colombia from July 2021 to November 2022. Earlier in his career, he served as Head of Marketing for Latin America at Apple Inc., held senior global and regional marketing roles at Nike, Inc., including as Global Vice President of Marketing for Nike Basketball, and served in marketing and operational roles at The National Basketball Association, supporting the growth of consumer‑centric brands across diverse markets. | | | | Other Public Company Boards | | | | •Estee Lauder Companies Inc. (NYSE: EL), a multinational manufacturer, marketer, and seller of skin care, fragrance, and hair care products (April 2022 to present) | | | | Key Qualifications | | | | •Public Company Board Experience •CEO Experience •Retail •Apparel •Omnichannel and Digital Commerce | •Marketing/Branding •Global/International •Technology and Information Security •Corporate Governance •Environmental and Social | | | Based on Mr. Nuñez’s experience and his qualifications, the Board believes he is qualified to serve as a director. | |

  30. 2026 Director Nominees

    | Abercrombie & Fitch Co. | 12 | 2026 Proxy Statement |

  31. 2026 Director Nominees

    | Kenneth B. Robinson AGE | 71 DIRECTOR SINCE | 2021 INDEPENDENT COMMITTEE | AFC | Career Highlights, Key Qualifications, and Contributions to the Board | | | | Kenneth B. Robinson brings deep experience in finance, audit, risk management, and corporate governance across large, complex global organizations. He served for nearly four decades at The Procter & Gamble Company in senior leadership roles until June 2016, including Vice President, Finance for Global Personal Beauty Care and Global Sales; Chief Audit Executive; Global Risk and Compliance Leader; and Vice President, Global Diversity & Inclusion. He then served as Senior Vice President, Audit and Controls at Exelon Corporation, a Fortune 200 utility company, until March 2020. Mr. Robinson currently serves on the board of directors of Morgan Stanley U.S. Banks. He also serves as a Trustee of the International Financial Reporting Standards Foundation. His deep expertise in financial oversight, internal controls, risk management, and governance provides valuable insight to the Board. | | | | Other Public Company Boards | | | | •Paylocity Holding Corporation (Nasdaq: PCTY), a leading provider of payroll and human capital management software solutions (March 2020 to present) •Occidental Petroleum Corporation (NYSE: OXY), an international oil and gas exploration and production company (February 2023 to present) | | | | Key Qualifications and Certifications | | | | •Finance, Audit, and Accounting •Risk Management •Corporate Governance •Retail •Technology and Information Security | •Public Company Board Experience •Global/International •Environmental and Social •NACD Board Leadership Fellow | | | Based on Mr. Robinson’s experience and his qualifications, the Board believes he is qualified to serve as a director. | |

  32. 2026 Director Nominees

    | Nigel Travis Chairperson of the Board AGE | 76 DIRECTOR SINCE | 2019 INDEPENDENT COMMITTEE | EC (Chair) | Career Highlights, Key Qualifications, and Contributions to the Board | | | | Nigel Travis brings extensive executive leadership and public company governance experience, including leading periods of transformation and long-term growth across global retail and restaurant businesses. He has served as the Chairperson of the Company’s Board since January 2023. Mr. Travis was formerly Chief Executive Officer and Executive Chairman and Chairman of the board of directors of Dunkin’ Brands Group, Inc., where he played a central role in the company’s transformation and long‑term growth. Earlier in his career, he served as President and Chief Executive Officer of Papa John’s International, Inc., held senior leadership roles at Blockbuster, Inc., including President and Chief Operating Officer, and served in numerous executive positions at Burger King Corporation. Since July 2022, Mr. Travis has served as a Senior Advisor to Blackstone, advising across its portfolio, and has served on the boards of several of its portfolio companies. His experience leading complex, franchised global businesses, combined with his service in public company board leadership roles, provides the Board with valuable insight into strategy, governance, and organizational transformation. In 2025, Mr. Travis was named “Independent Director of the Year” by Corporate Board Member. | | | | Other Public Company Boards | | | | •Advance Auto Parts, Inc. (NYSE: AAP), an automotive aftermarket parts provider (August 2018 to May 2023) | | | | Key Qualifications | | | | •Public Company Board and Board Chair Experience •CEO Experience •Retail •Marketing/Branding •Global/International | •Finance, Audit, and Accounting •Technology and Information Security •Risk Management •Corporate Governance •Supply Chain | | | Based on Mr. Travis’s experience and his qualifications, the Board believes he is qualified to serve as a director. | |

  33. 2026 Director Nominees

    | 2026 Proxy Statement | 13 | Abercrombie & Fitch Co. |

  34. 2026 Director Nominees

    The following section discusses our corporate governance, including the role of our Board and Board committees. Our Corporate Governance Guidelines, which were adopted to promote the effective functioning of the Board and Board committees and to reflect our commitment to high standards of corporate governance, are periodically reviewed by the Board to verify that they reflect the Board’s evolving corporate governance practices, policies, and procedures. In addition, we have a Code of Business Conduct and Ethics, which applies to all associates, officers, and directors worldwide (including members of the Board) and incorporates an additional Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer, and other designated financial associates. Additional information regarding corporate governance (including a copy of our Corporate Governance Guidelines), a copy of the charter of each of our Board committees, and a copy of our Code of Business Conduct and Ethics, may be found on our corporate website at corporate.abercrombie.com on the “Corporate Governance” page. The Company will provide copies of its Corporate Governance Guidelines, any of the Board committee charters, and its Code of Business Conduct and Ethics to any stockholder, free of charge, upon written request to our Corporate Secretary at 6301 Fitch Path, New Albany, Ohio 43054.

  35. Indemnification Arrangements with Directors and Executive Officers

    Indemnification Arrangements with Directors and Executive Officers We indemnify our directors and our executive officers as permitted by the laws of Delaware against personal liability in connection with their service to the Company. This indemnification is required under our Amended and Restated Certificate of Incorporation and our Bylaws, and we have entered into agreements with these individuals contractually obligating us to provide this indemnification to them.

  36. Indemnification Arrangements with Directors and Executive Officers

    | 2026 Proxy Statement | 27 | Abercrombie & Fitch Co. |

  37. Equity Grant Policy and Practices

    Equity Grant Policy and Practices The Company does not currently grant new awards of stock options, stock appreciation rights (“SARs”), or similar option-like instruments. The Company, however, maintains the Abercrombie & Fitch Compensation Committee Equity Grant Policy (the “Grant Policy”), which governs all grants of performance-based and time-based restricted stock units to Company associates, including “Designated Officers” (which includes NEOs). The administration of PSA and RSU awards is managed by the Company’s human resources department with specific instructions related to the timing of grants given by the Committee. Pursuant to the Grant Policy, the Committee reviews and approves individual grants for the NEOs, as well as the total number of shares covered by PSAs and RSUs granted to all associates. Among other things, the Grant Policy generally provides that PSAs and RSUs are granted pursuant to a predetermined schedule throughout the year to avoid the practice of timing grants to take advantage of the release of material, non-public information that could impact the value of executive compensation. In particular, with respect to Designated Officers, the Grant Policy provides that, unless specified otherwise by the Committee, grant effective dates are as follows: (i) for annual awards, the effective date of grant is the date of the Committee’s regular meeting during the first quarter at which such annual awards are

  38. Equity Grant Policy and Practices

    | Abercrombie & Fitch Co. | 28 | 2026 Proxy Statement |

  39. Equity Grant Policy and Practices

    approved; (ii) for quarterly awards approved by the Committee outside of the annual grant cycle during regularly scheduled quarterly Committee meetings, the effective date of grant is the later of (a) the grantee’s start or promotion date or (b) the second business day after the upcoming earnings release; and (iii) for off-cycle awards approved by the Committee outside of the annual and quarterly grant cycles, the effective date of grant is the later of (a) the grantee’s start date or promotion date or (b) the date of Committee approval. Additionally, the Grant Policy provides that the effective date of a grant may not precede the Committee’s approval date of a given award.

  40. Sustainability and Human Rights

    | Strategy | | We conducted an ESG materiality assessment to identify topics that are most impactful to long-term value creation and important to our stakeholders. From this assessment, we refreshed existing sustainability targets and added new goals. We continue to track our performance and make progress against existing targets, while continuing to refresh, retire, and add new goals and targets as appropriate. | | Stakeholder Engagement | | We seek to provide our stakeholders with transparency on our supply chain and environmental practices. Specific actions we have taken over the past several years include: •We relaunched the sustainability page on our corporate website with updates on our sustainability strategies, ESG materiality assessment results, status of our publicly-announced targets, and other initiatives. •We directly engaged with stockholders to educate, discuss, and receive feedback on various topics, including our sustainability initiatives and our supply chain practices. We believe it is important for the retail industry to take collective action across the supply chain. We partner with organizations and join industry initiatives to advance responsible supply chain practices. We participate in the U.S. Cotton Trust Protocol, Canopy, and the United Nations Global Compact (the latter of which is the world’s largest corporate citizenship and sustainability initiative). We are also a member of Better Cotton, Cascale, Textile Exchange, and Apparel Impact Institute’s Carbon Leadership Program. | | Climate and Energy | | We have made investments and taken actions in furtherance of our overall energy goals, including: •We formally established near-term science-based emissions reduction targets aligned with Science Based Targets initiative (SBTi) criteria, which have since been validated by SBTi. •We continued our progress toward our targets to reduce emissions, including our previously-announced goal of reducing total Scope 1 and 2 GHG emissions by 55.7% by 2030 from a 2019 base year. •In 2020, we signed a renewable energy supply agreement for our global home office and two distribution centers in New Albany, Ohio; since January 2023, we have been supplied with energy under this agreement, and since January 2025, 100% of electricity used at our home office and our two distribution centers in New Albany, Ohio is being matched with renewable energy credits. | | Product Sustainability | | We support product quality by integrating key sustainability practices across our supply chain, including: •Water stewardship and conservation practices, including adopting eco wash in denim washing and working with our denim suppliers to implement new technologies, equipment, and water-saving methodologies to help us reduce water intensity in denim production and increase the amount of recycled water in our denim laundries and mills. •Striving to source sustainable and responsibly-sourced fibers used in the Company’s products, such as cotton, polyester, man-made cellulosic fibers, wool, and down. | | Supply Chain | | As regulatory and due diligence requirements evolve, we continue to prioritize relationships with suppliers who share our dedication to best practices in human rights, labor rights, and workplace safety. Through our social audit program, facilities throughout our supply chain are assessed for compliance with labor and social standards and laws. We also build supply chain accountability through: •Partnering with Pacific Links Foundation, Better Work, and Reimagining Industry to Support Equality to train third-party factory workers on topics like anti-human trafficking, gender equality, health and safety management, and work rights and responsibilities. •Partnering with laundries and mills to improve and verify environmental performance through third-party self-assessment platforms. |

  41. Corporate Culture and Community Involvement

    | Compensation and Benefits | We offer competitive compensation and benefits, including cash-based and equity-based incentive awards for eligible associates, in order to align the interests of those associates with our stockholders. We also continue to provide hybrid and remote work arrangements for corporate home office associates where feasible, including “work from anywhere” days and weeks. We also support our associates and their families beyond our competitive compensation with comprehensive benefits offerings based on associate eligibility and geographic location. For example, we provide eligible associates with paid parental leave in the United States and internationally based on local law, and we provide all eligible associates globally with adoption and fertility support benefits. | | Associate Engagement | We improve associate engagement through open communication channels, such as all-Company meetings that enable us to communicate with our associates. We also collect feedback through various engagement surveys throughout the year to better understand the associate experience and to drive improvements, with the most recent organization-wide survey conducted in January 2026. | | Developing Associates | We foster associate development by providing a wide variety of growth and development opportunities throughout eligible associates’ careers, including structured development programs, access to online skill development platforms, stretch assignments, internal career pathing, self-awareness exercises, and active coaching. We also use leadership standards to help eligible associates identify the core behaviors essential for their career growth, as well as personal growth, on their journey with us. | | Culture of Belonging | We aim to create a culture of belonging and work to ensure that all associates feel respected and represented. We believe that when we do this, we are stronger across every aspect of our business. The Company follows core principles to embed a sense of community into our organization and promote inclusion and belonging, including having a workforce that reflects the communities we serve, building a leadership team that represents the values of our workforce, welcoming all associates to participate in any of our associate resource groups, and driving fairness through our compensation and benefits offerings. | | Community Involvement | We encourage community involvement of our associates by promoting various charitable, philanthropic, and social awareness programs, which we believe fosters a collaborative and rewarding work environment. The Company provides support to global organizations in the form of cash donations, volunteerism, and in-kind support. In partnership with our vendor partners, customers, and associates, we are proud to support community partners serving youth, teens, and young adults with a focus on mental health and wellness, empowerment, and inclusion. With the help of our vendor partners, our customers, and our associates, in Fiscal 2025, we donated over $7 million to charitable causes and donated over $840,000 through in-kind giving. We also offer associates a paid volunteer day each year for eligible volunteer work. In Fiscal 2025, our global associates volunteered over 20,000 hours. | | Health and Safety | We focus on the health and safety of our associates by investing in various wellness programs that are designed to enhance the physical, financial, and mental well-being of our associates globally. We provide our benefits-eligible associates and their families with access to free and confidential counseling through our Employee Assistance Program, as well as free access to a meditation and mindfulness app. We also provide regular programming on financial planning and mental health. |

  42. Non-Associate Director Compensation Program

    Non-Associate Director Compensation Program On an annual basis, the Compensation Committee and the independent compensation consultant to our Compensation Committee review and evaluate the Company’s compensation program for the non-associate directors. In February 2025, following this review and consideration by the Compensation Committee, the Board, upon the recommendation of the Compensation Committee, approved an increase to the annual equity retainer for non-associate directors. Effective as of the 2025 Annual Meeting of Stockholders, the value of the annual grant of restricted stock units (“RSUs”) received by non-associate directors increased from $150,000 to $165,000. This increase maintains the positioning of our non-associate director compensation program within a competitive range of the median director compensation of our peer group. Prior to this increase, the annual equity retainer to non-associate directors had not increased since 2016. There were no other changes to the non-associate director compensation program for Fiscal 2025. Any officer of the Company who is also a director receives no additional compensation for services rendered as a director. The annual cash retainer program for Fiscal 2025 was structured as follows:

  43. Non-Associate Director Compensation Program

    | Non-Associate Director Annual Cash Retainer Program | | | Non-associate director | $80,000 |

  44. Non-Associate Director Compensation Program

    | Board Committee Annual Cash Retainer Program | Chair | Member | | Audit Committee | $40,000 | $25,000 | | Compensation Committee | $30,000 | $12,500 | | Nominating Committee, Executive Committee, and ESG Committee(1) | $25,000 | $12,500 |

  45. Non-Associate Director Compensation Program

    (1)As discussed above, the ESG Committee was dissolved in February 2026. Each of the cash retainers is paid quarterly in arrears. In addition to cash retainers, all non-associate directors receive an annual grant of RSUs as follows:

  46. Non-Associate Director Compensation Program

    | Annual Grant of RSUs | | | Grant date fair value(1) | $165,000 |

  47. Non-Associate Director Compensation Program

    (1)Granted on the date of the Company’s annual meeting of stockholders. These RSUs become fully vested on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next regularly scheduled annual meeting of stockholders of the Company after the grant date; in each case, subject to earlier vesting in the event of death or total disability or upon termination of service in connection with a change of control of the Company. The Company also maintains two deferred compensation plans, referred to collectively as the “Directors’ Deferred Compensation Plan.” Under the Directors’ Deferred Compensation Plan, a non-associate director may voluntarily elect to defer all or a part of her or his retainers and stock-based incentives the Company would otherwise pay her or him, and/or the shares of our Common Stock she or he would otherwise receive upon settlement of her or his RSUs. The amount deferred by a non-associate director under the Directors’ Deferred Compensation Plan is credited to a deferred stock unit account where it is converted into a share equivalent. Dividend equivalents will be credited on the shares of Common Stock credited to a non-associate director’s bookkeeping account (at the same rate as cash dividends are paid in respect to outstanding shares of Common Stock) and converted into a share equivalent. Participating non-associate directors may elect the time of deferral and whether distribution of the deferred amounts will be in the form of a single lump-sum transfer or annual installments. If a non-associate director makes no election, all amounts deferred under

  48. Non-Associate Director Compensation Program

    | Abercrombie & Fitch Co. | 32 | 2026 Proxy Statement |

  49. Non-Associate Director Compensation Program

    the Directors’ Deferred Compensation Plan will be distributed upon termination of service and in a lump sum. Regardless of any election made by a non-associate director, all amounts deferred will be distributed in a single lump sum in the event of a change of control of the Company. All non-associate directors are reimbursed for their expenses for attending meetings of the Board and Board committees, and they receive the discount on purchases of the Company’s merchandise that is extended to all Company associates. We also provide our non-associate directors with continuing educational opportunities and reimbursement for outside educational programs.

  50. Chairperson Compensation

    | Fiscal 2025 Chairperson Compensation | | | Additional Annual Cash Retainer | $100,000 | | Additional Annual Grant of RSUs, Grant date fair value(1) | $100,000 |

  51. Chairperson Compensation

    (1)Granted on the date of the Company’s 2025 Annual Meeting. These RSUs become fully vested on the earlier of (i) the first anniversary of the grant date, (ii) the date of the next regularly scheduled annual meeting of stockholders of the Company after the grant date, or (iii) the first date that Mr. Travis is no longer serving as Chairperson (in such case on a pro-rated basis); in each case, subject to earlier vesting in the event of death or total disability or upon termination of service in connection with a change of control of the Company.

  52. Fiscal 2025 Director Compensation Table*

    Fiscal 2025 Director Compensation Table* The following table summarizes the compensation paid to, awarded to, or earned by each individual who served as a non-associate director of the Company at any time during Fiscal 2025 for service on the Board.

  53. Fiscal 2025 Director Compensation Table*

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Kerrii B. Anderson(3) | 145,000 | 165,052 | 310,052 | | Andrew Clarke | 92,500 | 165,052 | 257,552 | | Susie Coulter(3) | 117,500 | 165,052 | 282,552 | | James A. Goldman | 130,000 | 165,052 | 295,052 | | Helen E. McCluskey | 147,500 | 165,052 | 312,552 | | Arturo Nuñez | 117,500 | 165,052 | 282,552 | | Kenneth B. Robinson | 117,500 | 165,052 | 282,552 | | Nigel Travis⁽²⁾ | 205,000 | 265,079 | 470,079 | | Helen Vaid⁽⁴⁾ | 92,500 | 165,052 | 257,552 |

  54. Fiscal 2025 Director Compensation Table*

    *The aggregate value of the perquisites and other personal benefits received by each of the individuals named in this table for Fiscal 2025 was less than $10,000 and is not included in this table. (1)Fran Horowitz is not included in the table above since, as an officer of the Company, she receives no compensation for her services as a director of the Company. Ms. Horowitz’s compensation is reflected in the “Fiscal 2025 Summary Compensation Table” beginning on page 53 of this Proxy Statement. (2)Each of the current non-associate directors then serving was granted an award of RSUs covering 2,089 shares of Common Stock on June 11, 2025, the date of the 2025 Annual Meeting of Stockholders. The amount of $165,052 included in the total amount shown in this column for each of those directors is reported using the grant date fair value of the award, as computed in accordance with GAAP, of $79.01 per RSU, based upon the closing price of the Company’s Common Stock on the grant date ($79.01) and adjusted for anticipated dividend payments during the one-year vesting period. See “Note 14. Share-Based Compensation” of the Notes to Consolidated Financial Statements included within “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of our Fiscal 2025 Form 10-K for the assumptions used in calculating the amounts shown and information regarding the Company’s share-based compensation. Each award of RSUs granted on the date of the 2025 Annual Meeting remained outstanding as of January 31, 2026.

  55. Fiscal 2025 Director Compensation Table*

    | 2026 Proxy Statement | 33 | Abercrombie & Fitch Co. |

  56. Fiscal 2025 Director Compensation Table*

    In connection with his service as Chairperson of the Board, on June 11, 2025, the date of the 2025 Annual Meeting, Mr. Travis was granted RSUs covering an additional 1,266 shares of Common Stock. The amount of $100,027 included in the total amount shown in this column for Mr. Travis is reported using the grant date fair value of the award, as computed in accordance with GAAP, of $79.01 per RSU, based upon the closing price of the Company’s Common Stock on the grant date ($79.01) and adjusted for anticipated dividend payments during the vesting period. See “Note 14. Share-Based Compensation” of the Notes to Consolidated Financial Statements included within “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of our Fiscal 2025 Form 10-K for the assumptions used in calculating the amount shown and information regarding the Company’s share-based compensation. This award of RSUs granted to Mr. Travis on the date of the 2025 Annual Meeting remained outstanding as of January 31, 2026. The aggregate number of RSUs outstanding as of January 31, 2026 held by each individual who served as a non-associate director of the Company at any time during Fiscal 2025 is provided under the table captioned “Directors’ Outstanding RSUs” below. (3)Ms. Anderson deferred $36,250 of her Fiscal 2025 cash retainer pursuant to the Directors’ Deferred Compensation Plan. Ms. Coulter deferred her entire Fiscal 2025 cash retainer pursuant to the Directors’ Deferred Compensation Plan. The deferred portion of Ms. Anderson’s retainer and Ms. Coulter’s entire retainer are included in the amount shown in the “Fees Earned or Paid in Cash” column. (4)Ms. Vaid is not standing for re-election at the Annual Meeting.

  57. Directors’ Outstanding RSUs

    Directors’ Outstanding RSUs The following table summarizes outstanding RSUs as of January 31, 2026 held by each individual who served as a non-associate director of the Company at any time during Fiscal 2025.

  58. Directors’ Outstanding RSUs

    | Name(1) | Number of Outstanding RSUs | | Kerrii B. Anderson | 2,089 | | Andrew Clarke | 2,089 | | Susie Coulter | 2,089 | | James A. Goldman | 2,089 | | Helen E. McCluskey | 2,089 | | Arturo Nuñez | 2,089 | | Kenneth B. Robinson | 2,089 | | Nigel Travis | 3,355 | | Helen Vaid | 2,089 |

  59. Directors’ Outstanding RSUs

    (1)Fran Horowitz is not included in the table above since, as an officer of the Company, she receives no compensation for her services as a director of the Company. Ms. Horowitz’s compensation is reflected in the “Fiscal 2025 Summary Compensation Table” beginning on page 53 of this Proxy Statement.

  60. Directors’ Outstanding RSUs

    | Abercrombie & Fitch Co. | 34 | 2026 Proxy Statement |

  61. Fiscal 2025 Compensation Program Elements

    | Program | Feature | Fiscal 2025 Design | | Annual Cash Incentive Program | Metric | Adjusted EBIT (70%) Constant Currency Net Sales (30%) | | | Seasonal Weighting | 40% Spring 60% Fall | | Long-Term Equity Incentive Awards | Vehicle Mix | PSAs (50%) RSUs (50%) | | | Equally-Weighted PSA Metrics | Avg. Net Sales Growth Rate (33.33%) Avg. Adjusted EBIT Margin (33.33%) Relative TSR (33.34%) | | | Total Shareholder Return (“TSR”) Comparators | Compensation peer group(2) |

  62. Pay-for-Performance Culture and Summary of Fiscal 2025 Results

    (1) Values based on total target compensation as in effect at year-end of Fiscal 2025. Summary of Fiscal 2025 Annual Cash Incentive Program Fiscal 2025 performance resulted in a total payout of 49% for the Fiscal 2025 annual cash incentive program, as follows:

  63. Pay-for-Performance Culture and Summary of Fiscal 2025 Results

    | Fiscal 2025 Annual Cash Incentive Program Achievement | Metric | Metric Payout % | Total Payout % | | Spring (40% weighting) | Adjusted EBIT (70%) | 0% | 20% | | | Constant Currency Net Sales (30%) | 67% | | | Fall (60% weighting) | Adjusted EBIT (70%) | 60% | 68% | | | Constant Currency Net Sales (30%) | 85% | | | Weighted Average | | 49 | |

  64. Pay-for-Performance Culture and Summary of Fiscal 2025 Results

    Our 2025 Annual Cash Incentive Plan is further described under the section captioned “Annual Cash Incentive Program” beginning on page 43 of this Proxy Statement. Incentive outcomes for both seasons reflect certain adjustments that are described on page 45 (see “Adjustments to Adjusted EBIT for Fiscal 2025”). Summary of Fiscal 2023 PSAs Vesting in Fiscal 2025 In Fiscal 2023, the Committee granted PSAs to our NEOs who were then serving as executive officers. The grant was based on substantially equally-weighted achievement of Average Net Sales Growth Rate, Average Adjusted EBIT Margin, and Relative TSR over the three-year performance period that concluded in Fiscal 2025. All performance scales were established at the time of grant in March 2023. Based on the following, the PSAs vested at a 200% level of achievement. •Average Net Sales Growth Rate. Robust financial performance drove a maximum payout with the achieved Average Net Sales Growth Rate of 10.2% exceeding the pre-established target (3.1%) and maximum (5.0%). •Average Adjusted EBIT Margin. This metric was achieved at 13.0%, which surpassed the maximum performance scale (8.4%). •Relative TSR. Strong long-term execution over the performance period drove share price performance that resulted in Relative TSR at the 100th percentile.

  65. Pay-for-Performance Culture and Summary of Fiscal 2025 Results

    | Trending Performance of Outstanding PSA Cycles | | | | | Performance Period | Avg. Net Sales Growth Rate Tranche(1) | Avg. Adjusted EBIT Margin Tranche | Relative TSR Tranche | | Fiscal 2024 to Fiscal 2026 | At maximum | Between target and maximum | Approximately at threshold | | Fiscal 2025 to Fiscal 2027 | Approximately at target | Below threshold | Approximately at threshold |

  66. Key Objectives of the Compensation Program

    | • | • | • | | Drive high performance to achieve financial goals and create long-term stockholder value | Reflect our strong team-based culture | Provide compensation opportunities that are competitive with those offered by similar specialty retailers and other companies that we compete with for high caliber executive talent |

  67. Compensation Program Best Practices

    | Practices We AvoidX | | Excise Tax Gross-Up PaymentsX | | None of the NEOs are entitled to gross-up payments in the event that any payments or benefits provided to the NEO by us are subject to the golden parachute excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended. | | Derivatives or Hedging of Equity SecuritiesX | | We prohibit associates (including the NEOs) and directors from engaging in hedging transactions with respect to any equity securities of the Company held by them. | | Pledging of Equity SecuritiesX | | We prohibit associates (including the NEOs) and directors from pledging any equity securities of the Company held by them. | | Liberal Stock Option or SAR Recycling ProvisionsX | | No liberal share recycling of shares under our long-term incentive plan for shares of Common Stock withheld by the Company (or tendered by an associate) to cover taxes related to stock options or SARs. | | Multi-Year Employment Agreements with NEOsX | | We do not have employment agreements with any of our NEOs that guarantee employment. | | Modification of Out-of-the-Money Stock Options or SARsX | | We prohibit “repricing” of stock options or SARs and any other modification of out-of-the-money awards without stockholder approval. | | Dividend Equivalents on Certain Equity AwardsX | | We do not pay dividend equivalents on stock options and unvested RSUs. |

  68. 2025 Compensation Peer Group

    2025 Compensation Peer Group The Company considers data from a compensation peer group to better understand market pay levels and competitive pay practices for the NEOs and non-associate directors. The Committee reviews the compensation peer group periodically and, where appropriate, adjusts the compensation peer group to ensure robust market comparisons. The compensation peer group includes comparably sized companies in the retail and apparel industry. For purposes of determining comparable size, preference is given to revenue (as compared to market capitalization) given the ongoing volatility of market values in the retail sector. Additionally, we give preference to companies that are key talent competitors, have a mall-centric store strategy, have a significant e-commerce business, and have material international operations. At the time that the Committee approved the compensation peer group for Fiscal 2025, our revenues approximated the median of the compensation peer group. In addition to the peer group companies’ public proxy statement-disclosed information, we also reference Equilar survey data for the compensation peer group companies that participate in Equilar’s surveys when establishing pay levels. For each of our NEOs for whom we consider Equilar survey data, we reference data for positions that have similar responsibilities to those of our NEOs. For Fiscal 2025, the Committee reviewed the compensation peer group during Fiscal 2024 and determined to remove Chico’s FAS, Inc., Express, Inc., and The Children’s Place, Inc. due to acquisition activity, and Fossil Group, Inc. due to relative scale. The Committee also approved the addition of Columbia Sportswear Company, Kontoor Brands, Inc., PVH Corp., Under Armour, and VF Corporation to the compensation peer group. The peer retail companies used by the Committee in determining the “competitive market” with respect to Fiscal 2025 compensation decisions are included in the table below.

  69. 2025 Compensation Peer Group

    | Fiscal 2025 Compensation Peer Group Companies | | | | | American Eagle Outfitters, Inc. | Columbia Sportswear Co | lululemon athletica inc. | Under Armour, Inc. | | Aritzia Inc. | Guess?, Inc. | PVH Corp. | Urban Outfitters, Inc. | | Capri Holdings Limited | Kontoor Brands, Inc. | Ralph Lauren Corporation | VF Corporation | | Carter's, Inc. | Levi Strauss & Co. | Tapestry, Inc. | Victoria's Secret & Co. |

  70. 2025 Compensation Peer Group

    | 2026 Proxy Statement | 41 | Abercrombie & Fitch Co. |

  71. BASE SALARY

    BASE SALARY We provide a base salary to each NEO to deliver a fixed component of compensation that reflects the NEO’s position and responsibilities. The Committee reviews the base salaries of our NEOs annually in the first quarter of the fiscal year, with additional reviews occurring on an as-needed basis upon any significant changes to an individual’s role or responsibilities. The Committee determines NEOs’ base salaries based on a number of factors, including each individual’s current base salary, job responsibilities, impact on development and achievement of business strategy, labor market compensation data, individual performance relative to job requirements, the Company’s ability to attract and retain critical executive officers, and base salaries for comparable positions within the compensation peer group. The Committee established Fiscal 2025 base salaries after considering market data published by the companies in the peer group described above and surveys published by Equilar. Except with respect to Ms. Horowitz, whose base salary was not changed from the prior year, and Mr. Ball, who received a base salary increase in connection with his promotion during Fiscal 2025, the Committee approved increases to the other NEOs’ base salaries ranging from 1.8% to 3.4% to better align their respective compensation with the peer-group median of each NEO’s position. Base salaries for the NEOs in effect at the end of Fiscal 2024 and Fiscal 2025 are reflected in the table below.

  72. ANNUAL CASH INCENTIVE PROGRAM

    ANNUAL CASH INCENTIVE PROGRAM

  73. Fiscal 2025 Annual Cash Incentive Program Target Opportunities

    Fiscal 2025 Annual Cash Incentive Program Target Opportunities The Committee approved annual incentive target opportunities for all NEOs except for Mr. Ball in March 2025. Except with respect to Mr. Henchel, there were no changes to the NEOs’ percentage of base salary targets in Fiscal 2025. Mr. Ball’s Fiscal 2025 annual incentive target opportunity was approved in November 2024 in connection with his then-promotion to Chief Financial Officer, and was not subsequently adjusted in March 2025. Consistent with the program design, all target opportunities were expressed as a percentage of the NEOs’ base salaries for Fiscal 2025, as follows:

  74. Fiscal 2025 Annual Cash Incentive Program Target Opportunities

    | NEO | Fiscal 2025 Base Salary | Target Award (% of Base Salary) | Target Award ($) | | Fran Horowitz | $1,400,000 | 200% | $2,800,000 | | Robert J. Ball(1) | $500,000 | 60% | $300,000 | | Scott Lipesky | $840,000 | 110% | $924,000 | | Samir Desai | $750,000 | 100% | $750,000 | | Gregory J. Henchel | $665,000 | 80%(2) | $532,000 |

  75. Fiscal 2025 Annual Cash Incentive Program Target Opportunities

    (1)Consistent with standard Company practice, Mr. Ball’s Fiscal 2025 Short-Term Cash Incentive Plan payout was based on his base salary and target in effect prior to his promotion to Executive Vice President. In connection with Mr. Ball’s promotion to Executive Vice President in December 2025, his base salary was increased from $500,000 to $625,000, effective December 11, 2025, and, effective beginning with Fiscal 2026, his target annual incentive was raised from 60% to 80% of base salary. Accordingly, Mr. Ball’s actual Fiscal 2025 annual incentive target opportunity was 60% of his $500,000 base salary. (2)Mr. Henchel’s target award percentage of base salary was increased from 75% to 80% in Fiscal 2025 to better align his compensation with the peer-group median of his position. Actual payouts for the NEOs in Fiscal 2025 are detailed below, and the cash incentive awards received by the NEOs are set forth in the “Fiscal 2025 Summary Compensation Table” beginning on page 53 of this Proxy Statement in the column captioned “Non-Equity Incentive Plan Compensation.”

  76. Measurement of Annual Cash Incentive Program

    Measurement of Annual Cash Incentive Program Consistent with Fiscal 2024, the annual cash incentive program for Fiscal 2025 was weighted 40% for Spring performance and 60% for Fall performance. This seasonal design allows the Committee to establish performance targets that align to the seasonal nature of the business. The Committee seeks to establish threshold, target, and maximum goals for the annual cash incentive plan that are challenging and reflect the underlying operating environment. Accordingly, at the beginning of Fiscal 2025, the Committee approved rigorous Spring season performance targets and established preliminary targets for the Fall season. In August 2025, the Committee reviewed the preliminary Fall season goals and approved them as the final Fall season performance targets. The Committee’s objectives in administering the annual cash incentive program include ensuring that incentive awards are calculated on a comparable basis from year-to-year and that associates and management are incentivized and rewarded appropriately for performance within their control. As discussed in greater detail below under “Adjustments to Adjusted EBIT for Fiscal 2025,” following a robust and holistic assessment of certain matters that the Committee believed were outside of management’s control, the Committee applied adjustments to the performance results for the cash incentive program that applied to all associates participating in the plan. The performance results described below reflect these adjustments, which principally related to the impacts of tariffs on the Company’s business during Fiscal 2025.

  77. Fiscal 2025 Achievement

    Fiscal 2025 Achievement As detailed in the table below, our Fiscal 2025 performance resulted in an aggregate achievement level of 49% for the annual cash incentive program, after applying the adjustments described under “Adjustments to Adjusted EBIT for Fiscal 2025.” For the Spring season (weighted 40%), we delivered Constant Currency Net Sales performance between the threshold and target goals set by the Committee and Adjusted EBIT performance that fell below the threshold goal. With respect to the Fall season (weighted 60%), Constant Currency Net Sales performance and Adjusted EBIT performance were between the threshold and target goals.

  78. Fiscal 2025 Achievement

    | Fiscal 2025 Goals and Achievement | Metric | Threshold ($MM) | Target ($MM) | Maximum ($MM) | Actual (As Adjusted) ($MM) | Payout Percentage | Total Payout Percentage | | Spring 2025 (40% weighting) | Adjusted EBIT (70%) | 310 | 355 | 410 | 279⁽¹⁾ | 0% | 20% | | | Constant Currency Net Sales (30%) | 2,200 | 2,351 | 2,500 | 2,285 | 67% | | | Fall 2025 (60% weighting) | Adjusted EBIT (70%) | 443 | 500 | 580 | 469⁽²⁾ | 60% | 68% | | | Constant Currency Net Sales (30%) | 2,850 | 2,944 | 3,050 | 2,926 | 85% | | | Weighted Average | | | | | | | 49% |

  79. Tariff-Related Adjustments

    Tariff-Related Adjustments During Fiscal 2025, the Company’s results were negatively impacted by tariffs, net of mitigation efforts. The Spring season performance targets and the Fall season preliminary performance targets, which were later affirmed by the Committee in August 2025, were both established prior to the imposition of the “Liberation Day” tariffs in April 2025. As described in greater detail below, the Committee made certain adjustments to the Fiscal 2025 annual cash incentive program based on its belief that the impact of the tariffs, net of mitigation efforts, during Fiscal 2025 remained largely outside of management’s control. As part of its August 2025 review of the Fall season preliminary performance targets, the Committee discussed whether it would be appropriate to reset the Fall season performance targets. In light of the continuing uncertainty and volatility surrounding tariffs, the Committee determined instead to consider the appropriateness of tariff-related adjustments, if any, at fiscal year-end. Accordingly, the Committee approved the Fall season preliminary performance targets in August 2025, unchanged from when they were originally set, with the intention of conducting a holistic review of tariff impacts at fiscal year-end. Following the conclusion of Fiscal 2025, the Committee, in consultation with its independent compensation consultant, exercised its discretion and determined to exclude tariff expense from its calculation of Adjusted EBIT for Fiscal 2025, which increased the full fiscal year payout percentage from 24% to 49%. As part of this determination, the Committee considered the following: •the Company’s overall Fiscal 2025 performance, which included record top-line sales and, notwithstanding the tariff impacts, a strong operating margin of 13.3%, or 12.5% excluding a one-time litigation benefit; •that the tariffs imposed by the U.S. government during Fiscal 2025 were both significant and unanticipated at the time the Committee set the annual cash incentive program targets for Fiscal 2025 and remained highly dynamic and unpredictable during the balance of Fiscal 2025; and •the effectiveness of management’s response to tariffs during Fiscal 2025, including tariff mitigation efforts, which involved swift, decisive action to evaluate supply chain footprint changes, negotiate with supply chain vendors, pursue operating expense reductions, and determine ways to increase AUR. In this regard, the adjustments approved by the Committee reflect the net impact of tariffs after management’s actions.

  80. Other Adjustments

    Litigation Expenses - The Committee also determined that certain litigation expenses in connection with legal proceedings against the Company and/or its former chief executive officer should be excluded from the calculation of Adjusted EBIT for Fiscal 2025 under the annual cash incentive program. The Committee made this determination both because the legal proceedings relate to matters outside of the current management’s control and in consideration of the roles and responsibilities of current management at the time the relevant events took place. While the excluded litigation expenses had a de minimis impact on Adjusted EBIT for Fiscal 2025, the Committee determined that the adjustment is consistent with its objective of ensuring that incentive awards are calculated on a comparable basis from year-to-year given the uncertain timeline associated with the resolution of such litigation. Excluding these litigation expenses (net of insurance recoveries) from the calculation of Adjusted EBIT resulted in an increase in the full fiscal year payout percentage by less than 1%.

  81. Fiscal 2025 NEO Award Payouts

    Fiscal 2025 NEO Award Payouts Based on the factors described above, the Committee awarded the following payouts under the Short-Term Cash Incentive Plan for Fiscal 2025 performance:

  82. Fiscal 2025 NEO Award Payouts

    | NEO | Fiscal 2025 Base Salary | Target Award (% of Base Salary) | Actual Payout (% of Target) | Actual Payout | | Fran Horowitz | $1,400,000 | 200% | 49% | $1,372,000 | | Robert J. Ball(1) | $500,000 | 60% | 49% | $147,000 | | Scott D. Lipesky | $840,000 | 110% | 49% | $452,760 | | Samir Desai | $750,000 | 100% | 49% | $367,500 | | Gregory J. Henchel | $665,000 | 80% | 49% | $260,680 |

  83. Fiscal 2025 NEO Award Payouts

    (1)As noted above, consistent with standard Company practice, Mr. Ball’s Fiscal 2025 Short-Term Cash Incentive Plan payout was based on his target award of 60% of his $500,000 base salary (i.e., the target award in effect prior to his promotion to Executive Vice President).

  84. LONG-TERM EQUITY INCENTIVE AWARDS

    LONG-TERM EQUITY INCENTIVE AWARDS We provide long-term equity incentive awards to our NEOs to balance the short-term focus of the annual cash incentive program by tying a significant portion of total compensation to performance achieved by the Company over multi-year periods. While the annual cash incentive program rewards the NEOs for the achievement of annual financial goals, the long-term equity incentive awards encourage the NEOs to deliver long-term financial results and to create and sustain stockholder value over longer periods of time. The structure and design of our long-term equity incentive awards are designed to directly link the value of the awards granted to the NEOs with the Company’s long-term financial performance and increases in stockholder value.

  85. Award Mix

    | Fiscal 2025 Long-Term Equity Incentive Award Mix | | | PSAs | 50% | | Time-based RSUs | 50% |

  86. Fiscal 2025 Long-Term Equity Incentive Award Opportunities

    Fiscal 2025 Long-Term Equity Incentive Award Opportunities Each NEO’s annual equity grant is determined based on her or his performance, market pay data, and considerations of the competitiveness of her or his overall compensation package. The target total values indicated below reflect these considerations and are allocated between time-based RSUs and PSAs. For Fiscal 2025, the Committee approved long-term equity incentive awards for the NEOs with the aggregate grant date fair values and corresponding RSU and PSA components shown in the table below.

  87. Fiscal 2025 Long-Term Equity Incentive Award Opportunities

    | NEO | Total Target Value ($)(1) | RSUs (#) | Target PSAs (#) | | Fran Horowitz | $10,300,049 | 65,447 | 65,447 | | Robert J. Ball | $750,073 | 4,766 | 4,766 | | Scott D. Lipesky | $2,700,011 | 17,156 | 17,156 | | Samir Desai | $1,850,002 | 11,755 | 11,755 | | Gregory J. Henchel | $950,103 | 6,037 | 6,037 |

  88. Fiscal 2025 Long-Term Equity Incentive Award Opportunities

    (1) Based on the grant date fair value ($78.69) of the RSUs and PSAs, with the PSAs shown at target value.

  89. Restricted Stock Units

    Restricted Stock Units Time-based RSUs were granted to the NEOs in the first quarter of Fiscal 2025 and vest in annual equal installments over a three-year period, beginning on the first anniversary of the grant date, subject to continued employment.

  90. Performance Share Award Measurement

    Performance Share Award Measurement The PSAs granted by the Committee in Fiscal 2025 measure a mix of sales growth (Average Net Sales Growth Rate), profitability (Average Adjusted EBIT Margin), and shareholder return performance (Relative Total Shareholder Return) over a three-year performance period spanning Fiscal 2025 to Fiscal 2027, as shown below. Consistent with Fiscal 2024, the Committee selected these metrics for Fiscal 2025 as they represent key areas of long-term strategic growth for the Company and align compensation with long-term stockholder value.

  91. Performance Share Award Measurement

    | Fiscal 2025 to 2027 PSA Metrics | Weighting | | Avg. Net Sales Growth Rate | 33.33% | | Avg. Adjusted EBIT Margin | 33.33% | | Relative TSR vs. compensation peer group | 33.34% |

  92. Performance Share Award Measurement

    In support of our pay-for-performance philosophy, the Committee sought to set aggressive goals for the Fiscal 2025 PSAs. In March 2025, the Committee set PSA metrics requiring that, in order to achieve a target payout, the Company must meet challenging sales growth and average Adjusted EBIT Margin targets, as well as three-year Relative TSR that exceeds the 55th percentile of the compensation peer group. The Committee believes these challenging performance goals will further the execution of our operating playbook and, if achieved, will create value for our stockholders. The number of PSAs earned will depend on the Company’s level of achievement with respect to each equally-weighted metric (Avg. Net Sales Growth Rate, Avg. Adjusted EBIT Margin, and Relative TSR performance), ranging from 25% of target for performance at threshold to 200% of target for performance at maximum. No PSAs will be earned if performance is below the threshold level of performance for all three metrics. If performance is between threshold and target or between target and maximum, the level of payout is determined through linear interpolation. To ensure that awards align pay for the NEOs with value creation for our stockholders, payout for the portion of the PSAs that measures Relative TSR performance is capped at target if absolute TSR is negative across the three-year performance period (even if relative performance versus our peers is above the target level).

  93. Performance Share Award Measurement

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  94. Performance Share Award Measurement

    In setting the performance targets, the Committee may consider any unusual circumstances that are likely to have a material impact on the PSA performance measures, taking into consideration input from the Committee’s independent advisors as well as the other independent directors and management of the Company. We repurchase shares of our Common Stock from time to time, dependent on market and business conditions, with the objectives of returning excess cash to stockholders and offsetting dilution from issuances of Common Stock associated with the vesting of RSUs that occur during the fiscal year. We do not believe that share repurchases have had a material impact on the level of achievement with respect to the Relative TSR performance measures associated with our PSA awards. Accordingly, the repurchases did not affect the Committee’s determination of the performance targets for awards granted under our long-term equity incentive programs or the determination of the achievement of such targets.

  95. Completed and Outstanding Performance Share Award Cycles

    Completed and Outstanding Performance Share Award Cycles Fiscal 2023 PSAs Vesting in Fiscal 2025 In Fiscal 2023, the Committee granted PSAs to our NEOs who were then serving as executive officers. The grant was based on substantially equally-weighted achievement of Average Net Sales Growth Rate, Average Adjusted EBIT Margin, and Relative TSR. The final measurement period for the Fiscal 2023 to Fiscal 2025 PSA cycle was completed as of the end of Fiscal 2025. A summary of each metric’s achievement and payout for the Fiscal 2023 to Fiscal 2025 PSAs is presented below: •Average Net Sales Growth Rate. Robust financial performance drove a maximum payout with the achieved Average Net Sales Growth Rate of 10.2% exceeding the pre-established target and maximum. •Average Adjusted EBIT Margin. This metric was achieved at 13.0%, exceeding the maximum performance scale and resulting in a maximum payout level of 200%, regardless of the impact of Fiscal 2025 tariffs. •Relative TSR. Strong long-term performance execution over the performance period drove share price performance that resulted in Relative TSR at the 100th percentile and a maximum payout level of 200%.

  96. Completed and Outstanding Performance Share Award Cycles

    | Fiscal 2023 to Fiscal 2025 PSA Achievement | Threshold | Target | Maximum | Actual | Payout Percentage | | Avg. Net Sales Growth Rate (33.33% weighting) | 0.9% | 3.1% | 5.0% | 10.2% | 200% | | Avg. Adjusted EBIT Margin (33.33% weighting) | 4.0% | 7.0% | 8.4% | 13.0% | 200% | | Relative TSR vs. Compensation Peer Group (33.34% weighting) | >30TH PERCENTILE | 55TH PERCENTILE | 80TH PERCENTILE | 100TH PERCENTILE | 200% | | Weighted Average | | | | | 200% |

  97. Completed and Outstanding Performance Share Award Cycles

    Outstanding PSAs The performance periods for the outstanding Fiscal 2024 to Fiscal 2026 and Fiscal 2025 to Fiscal 2027 PSA cycles have not been completed. We will continue to evaluate performance for these awards based on the goals that were established at the time of grant. As of the end of Fiscal 2025, performance for the Fiscal 2024 and Fiscal 2025 PSAs reflects varying levels of achievement across metrics. A summary of trending performance (as of the end of Fiscal 2025) for the Fiscal 2024 PSAs and Fiscal 2025 PSAs is shown below:

  98. Completed and Outstanding Performance Share Award Cycles

    | Performance Period | Avg. Net Sales Growth Rate Tranche | Avg. Adjusted EBIT Margin Tranche | Relative TSR Tranche | | Fiscal 2024 to Fiscal 2026 | At maximum | Between target and maximum | Approximately at threshold | | Fiscal 2025 to Fiscal 2027 | Approximately at target | Below threshold | Approximately at threshold |

  99. Completed and Outstanding Performance Share Award Cycles

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  100. EXECUTIVE SEVERANCE AGREEMENTS AND CHANGE-OF-CONTROL BENEFITS

    EXECUTIVE SEVERANCE AGREEMENTS AND CHANGE-OF-CONTROL BENEFITS The Committee carefully considers the use and conditions of employment agreements. The Committee recognizes that, in certain circumstances, formal written employment agreements are necessary in order to successfully recruit and retain senior executive officers. Consistent with this approach, in connection with their commencement of employment with the Company, each of the NEOs entered into an offer letter with the Company that provided for certain benefits upon termination of employment and/or upon a change of control of the Company. The Committee believed that it was in the best interest of the Company to enter into these offer letters as a means of securing the employment of each of these individuals. Each of the NEOs has also entered into an executive severance agreement with the Company. In addition, all associates who participate in the Company’s stock-based compensation plans, including the NEOs, are entitled to certain benefits in the event of termination due to death or disability or in connection with a change of control as set forth in the plan documents for the Company’s stock-based compensation plans. The terms and conditions of these arrangements are discussed in further detail in the section captioned “Potential Payments Upon Termination or Change of Control” beginning on page 59. Discussion of the terms of the executive severance agreements appears later in this Proxy Statement in the section captioned “Potential Payments Upon Termination or Change of Control” beginning on page 59.

  101. CLAWBACK POLICY

    CLAWBACK POLICY In Fiscal 2023, the Committee adopted an incentive compensation recoupment policy that complies with the rules required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC, and the NYSE. This policy provides for the mandatory recoupment of erroneously awarded incentive-based compensation in the event of an accounting restatement. In addition, our policy includes enhanced, voluntary provisions that apply to cash and equity-based incentive compensation (including time-based equity awards) paid to our executive officers. The Committee will determine if a cause-related clawback trigger exists and determine the amount of compensation that should be repaid or forfeited. The cause-related triggers are defined as: •a material failure to comply with the policies and procedures of the Company; •commission of a felony, willful misconduct, or breach of a fiduciary duty, in each case in connection with such executive officer’s services to the Company; •commission of an act of fraud, embezzlement, or misappropriation with respect to the Company; or •breach of any restrictive covenant to which such executive officer is subject pursuant to any employment agreement or applicable policy of the Company. In addition, each of the plans pursuant to which annual and long-term incentive compensation is or will be paid to our executive officers (i.e., the Short-Term Cash Incentive Plan, the Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan, and the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates (the “2016 Associates LTIP”)) includes a stringent “clawback” provision, which allows us to seek repayment of any incentive amounts that were erroneously paid. Each of the plans provides that if (i) a participant (including one or more NEOs) has received payments under the plan pursuant to the achievement of a performance goal and (ii) the Committee determines that the earlier determination as to the achievement of the performance goal was based on incorrect data and in fact the performance goal had not been achieved or had been achieved to a lesser extent than originally determined and a portion of such payment would not have been made given the correct data, then such portion of any such payment made to the participant must be repaid by such participant to us, without any requirement of misconduct on the part of the participant. In addition, each of the above plans includes a clawback provision to allow the Committee to clawback payouts under additional circumstances and as permitted by applicable law, including pursuant to any clawback policies that may be adopted or implemented from time to time by the Board or the Committee.

  102. FISCAL 2025 SUMMARY COMPENSATION TABLE

    FISCAL 2025 SUMMARY COMPENSATION TABLE The table below summarizes the compensation paid to, awarded to, or earned by our NEOs for Fiscal 2025, Fiscal 2024, and Fiscal 2023.

  103. FISCAL 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)⁽³⁾ | Total ($)⁽⁴⁾ | | Fran Horowitz | 2025 | 1,400,000 | 10,456,903 | 1,372,000 | 71,354 | 13,300,257 | | Chief Executive Officer | 2024 | 1,392,308 | 10,344,160 | 5,264,000 | 35,842 | 17,036,310 | | | 2023 | 1,401,923 | 8,872,572 | 4,725,000 | 35,859 | 15,035,354 | | Robert J. Ball | 2025 | 514,423 | 761,512 | 147,000 | 19,485 | 1,442,420 | | Executive Vice President, Chief Financial Officer | 2024 | 417,308 | 541,666 | 339,930 | 20,208 | 1,319,112 | | Scott D. Lipesky | 2025 | 836,538 | 2,741,186 | 452,760 | 23,311 | 4,053,795 | | Executive Vice President, Chief Operating Officer | 2024 | 821,154 | 2,708,072 | 1,706,100 | 21,454 | 5,256,780 | | | 2023 | 823,077 | 2,150,921 | 1,704,528 | 20,521 | 4,699,047 | | Samir Desai | 2025 | 744,231 | 1,878,214 | 367,500 | 95,434 | 3,085,379 | | Executive Vice President, Chief Digital and Technology Officer | 2024 | 721,154 | 1,895,571 | 1,363,000 | 77,876 | 4,057,601 | | | 2023 | 696,154 | 2,150,921 | 1,400,000 | 100,047 | 4,347,122 | | Gregory J. Henchel | 2025 | 661,538 | 964,592 | 260,680 | 6,750 | 1,893,560 | | Executive Vice President, General Counsel and Corporate Secretary | 2024 | 648,462 | 974,947 | 916,500 | 6,646 | 2,546,555 | | | 2023 | 659,808 | 752,862 | 960,000 | 6,820 | 2,379,490 |

  104. FISCAL 2025 SUMMARY COMPENSATION TABLE

    (1)The amounts shown in this column represent the grant date fair value of the PSAs and RSUs granted to each NEO, computed in accordance with FASB ASC Topic 718 using the assumptions described in “Note 14. Share-Based Compensation” of the Notes to the Consolidated Financial Statements included within “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of our Fiscal 2025 Form 10-K. The actual number of PSAs and RSUs granted in Fiscal 2025 to each NEO is shown in the “Fiscal 2025 Grants of Plan-Based Awards” table on page 55 of this Proxy Statement. Pursuant to applicable SEC rules, the amounts shown exclude the impact of estimated forfeitures related to time-based vesting conditions. The amounts reported in this column reflect the accounting cost for these awards and do not necessarily correspond to the actual economic value that may be received by the NEOs.

  105. FISCAL 2025 SUMMARY COMPENSATION TABLE

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  106. FISCAL 2025 SUMMARY COMPENSATION TABLE

    The maximum grant date fair value related to the PSAs granted in Fiscal 2025 (the NEOs can earn from 0% to 200% of target) is as follows:

  107. FISCAL 2025 SUMMARY COMPENSATION TABLE

    | Name | Maximum Grant Date Fair Value ($) | | Fran Horowitz | 10,300,049 | | Robert J. Ball | 750,073 | | Scott D. Lipesky | 2,700,011 | | Samir Desai | 1,850,002 | | Gregory J. Henchel | 950,103 |

  108. FISCAL 2025 SUMMARY COMPENSATION TABLE

    (2)Consistent with standard Company practice, Mr. Ball’s Fiscal 2025 Short-Term Cash Incentive Plan payout was based on his target award of 60% of his $500,000 base salary (i.e., the target award in effect prior to his promotion to Executive Vice President). (3)The amounts shown in this column included the following for Fiscal 2025:

  109. FISCAL 2025 SUMMARY COMPENSATION TABLE

    | NEO | Company Contributions to 401(k) Plan ($)(a) | Life and Long-Term Disability Insurance Premiums Paid ($)(b) | Perquisites and Other Personal Benefits ($)(c) | Total ($) | | Fran Horowitz | 17,500 | 18,311 | 35,543 | 71,354 | | Robert J. Ball | 17,898 | 1,587 | — | 19,485 | | Scott D. Lipesky | 18,639 | 4,672 | — | 23,311 | | Samir Desai | 17,644 | 2,790 | 75,000 | 95,434 | | Gregory J. Henchel | — | 6,750 | — | 6,750 |

  110. FISCAL 2025 SUMMARY COMPENSATION TABLE

    (a)For each NEO, the amount shown in this column represents the aggregate amount of Company matching contributions to her or his accounts under the Company’s 401(k) Plan during Fiscal 2025. (b)For each NEO, the amount shown in this column represents life and long-term disability insurance premiums paid for by the Company during Fiscal 2025. (c)These amounts reflect payment for home security equipment and services in the aggregate amount of $35,543 for Ms. Horowitz and a $75,000 stipend for commuting and housing costs, including airfare, ground transportation, and housing expenses for Mr. Desai, who commutes from his home to our headquarters in New Albany, Ohio. (4)The amounts shown in this column for each fiscal year may differ from the sum of the amounts shown in the other columns for such fiscal year due to the rounding convention used.

  111. FISCAL 2025 SUMMARY COMPENSATION TABLE

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  112. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

  113. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Fran Horowitz | Fiscal 2025 | 700,000 | 2,800,000 | 5,600,000 | | | | | | | | 3/11/2025 | | | | | | | 65,447 | 5,150,024 | | | 3/11/2025 | | | | 16,362 | 65,447 | 130,894 | | 5,306,879 | | Robert J. Ball | Fiscal 2025 | 75,000 | 300,000 | 600,000 | | | | | | | | 3/11/2025 | | | | | | | 4,766 | 375,037 | | | 3/11/2025 | | | | 1,192 | 4,766 | 9,532 | | 386,475 | | Scott D. Lipesky | Fiscal 2025 | 231,000 | 924,000 | 1,848,000 | | | | | | | | 3/11/2025 | | | | | | | 17,156 | 1,350,006 | | | 3/11/2025 | | | | 4,289 | 17,156 | 34,312 | | 1,391,180 | | Samir Desai | Fiscal 2025 | 187,500 | 750,000 | 1,500,000 | | | | | | | | 3/11/2025 | | | | | | | 11,755 | 925,001 | | | 3/11/2025 | | | | 2,939 | 11,755 | 23,510 | | 953,213 | | Gregory J. Henchel | Fiscal 2025 | 133,000 | 532,000 | 1,064,000 | | | | | | | | 3/11/2025 | | | | | | | 6,037 | 475,052 | | | 3/11/2025 | | | | 1,509 | 6,037 | 12,074 | | 489,540 |

  114. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    (1)These columns show the potential cash payouts under the Company’s Short-Term Cash Incentive Plan for Fiscal 2025. These estimated payouts reflect the full annualized amounts. Refer to the discussion beginning at page 43 of this Proxy Statement for the performance metrics related to the annual cash incentive program for Fiscal 2025. If threshold performance was not satisfied, then the payouts for all associates, including the NEOs, would be zero. (2)Represents the threshold, target, and maximum number of PSAs granted under the Company’s 2016 Associates LTIP, which could be earned depending upon the Company’s achievement against the three-year performance metrics of Avg. Net Sales Growth Rate, Avg. Adjusted EBIT Margin, and Relative TSR compared to the compensation peer group. (3)Represents the grant date fair value of the RSUs or PSAs, as appropriate. The grant date fair values for time-based RSUs and performance-based PSAs are calculated using the closing price of the Company’s Common Stock on the grant date. The grant date fair values for market-based PSAs are based on the probable outcome of the performance conditions and are calculated using a Monte Carlo simulation.

  115. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

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  116. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

  117. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    | | Stock Awards | | | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Fran Horowitz | 3/7/2023 | 48,484 | ⁽³⁾ | 4,733,493 | | | | | | 3/7/2023 | 290,904 | ⁽²⁾ | 28,400,958 | | | | | | 3/12/2024 | 26,405 | ⁽³⁾ | 2,577,920 | | | | | | 3/12/2024 | | | | 79,214 | ⁽⁵⁾ | 7,733,663 | | | 3/11/2025 | 65,447 | ⁽³⁾ | 6,389,591 | | | | | | 3/11/2025 | | | | 65,447 | ⁽⁶⁾ | 6,389,591 | | Robert J. Ball | 3/22/2022 | 780 | ⁽⁴⁾ | 76,151 | | | | | | 3/7/2023 | 2,469 | ⁽⁴⁾ | 241,048 | | | | | | 3/12/2024 | 1,556 | ⁽⁴⁾ | 151,912 | | | | | | 3/12/2024 | | | | 4,148 | ⁽⁵⁾ | 404,969 | | | 3/11/2025 | 4,766 | ⁽³⁾ | 465,305 | | | | | | 3/11/2025 | | | | 4,766 | ⁽⁶⁾ | 465,305 | | Scott D. Lipesky | 3/7/2023 | 11,754 | ⁽³⁾ | 1,147,543 | | | | | | 3/7/2023 | 70,522 | ⁽²⁾ | 6,885,063 | | | | | | 3/12/2024 | 6,913 | ⁽³⁾ | 674,916 | | | | | | 3/12/2024 | | | | 20,738 | ⁽⁵⁾ | 2,024,651 | | | 3/11/2025 | 17,156 | ⁽³⁾ | 1,674,940 | | | | | | 3/11/2025 | | | | 17,156 | ⁽⁶⁾ | 1,674,940 | | Samir Desai | 3/7/2023 | 11,754 | ⁽³⁾ | 1,147,543 | | | | | | 3/7/2023 | 70,522 | ⁽²⁾ | 6,885,063 | | | | | | 3/12/2024 | 4,839 | ⁽³⁾ | 472,432 | | | | | | 3/12/2024 | | | | 14,516 | ⁽⁵⁾ | 1,417,197 | | | 3/11/2025 | 11,755 | ⁽³⁾ | 1,147,641 | | | | | | 3/11/2025 | | | | 11,755 | ⁽⁶⁾ | 1,147,641 | | Gregory J. Henchel | 3/7/2023 | 4,114 | ⁽³⁾ | 401,650 | | | | | | 3/7/2023 | 24,684 | ⁽²⁾ | 2,409,899 | | | | | | 3/12/2024 | 2,489 | ⁽³⁾ | 243,001 | | | | | | 3/12/2024 | | | | 7,466 | ⁽⁵⁾ | 728,906 | | | 3/11/2025 | 6,037 | ⁽³⁾ | 589,392 | | | | | | 3/11/2025 | | | | 6,037 | ⁽⁶⁾ | 589,392 |

  118. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    (1)Market value represents the product of the closing price of a share of the Company’s Common Stock on January 30, 2026 (the last business day of Fiscal 2025), which was $97.63, multiplied by the number of RSUs or PSAs. (2)The PSAs granted for the Fiscal 2023 through Fiscal 2025 performance period are deemed to be earned because the performance condition was achieved at the end of Fiscal 2025 and are included in this column because the stock had not yet vested as of the last day of Fiscal 2025. The stock underlying the PSAs vested on March 26, 2026. (3)Each of these RSU awards vests in three equal annual installments beginning on the first anniversary of the grant date, subject to the NEO’s continued employment with the Company. (4)Each of these RSU awards vests in four equal annual installments beginning on the first anniversary of the grant date, subject to the NEO’s continued employment with the Company. (5)The number shown assumes that the PSAs granted for the Fiscal 2024 through Fiscal 2026 performance period will be earned at the maximum level, based on the Company’s performance as of the end of Fiscal 2025 under the applicable performance criteria. (6)The number shown assumes that the PSAs granted for the Fiscal 2025 through Fiscal 2027 performance period will be earned at the target level, based on the Company’s performance as of the end of Fiscal 2025 under the applicable performance criteria. See the “Estimated Future Payouts under Equity Incentive Plan Awards” columns of the “Fiscal 2025 Grants of Plan-Based Awards” table on page 55 of this Proxy Statement for the threshold, target, and maximum numbers of PSAs that can be earned.

  119. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

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  120. FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth the gross number of shares received, and the aggregate dollar value realized by, the NEOs in connection with the vesting of RSUs and PSAs during Fiscal 2025. No stock options or SARs were exercised by any of the NEOs during Fiscal 2025.

  121. FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2)(3) | | Fran Horowitz | 331,799 | 25,928,676 | | Robert J. Ball | 5,196 | 438,696 | | Scott D. Lipesky | 76,601 | 5,991,093 | | Samir Desai | 61,531 | 4,833,866 | | Gregory J. Henchel | 28,163 | 2,200,772 |

  122. FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    (1)The number of RSU and PSA shares shown reflects the gross number of shares received upon the vesting of RSUs and PSAs during Fiscal 2025. The number of shares earned in connection with the Fiscal 2022 through Fiscal 2024 PSAs are included in the table above because they vested on March 31, 2025. The number of shares earned in connection with the Fiscal 2023 through Fiscal 2025 PSAs appear in the “Outstanding Equity Awards at Fiscal 2025 Year-End” table on page 56 of this Proxy Statement as those awards did not vest until March 26, 2026. (2)Value realized on the vesting of RSU/PSA awards is calculated by multiplying the number of shares of the Company’s Common Stock underlying the vested portion of each RSU/PSA award by the closing price of a share of Common Stock on the vesting date. The number of shares actually received by the NEOs on the vesting of RSU/PSA awards was reduced in each case by the withholding of shares to pay income taxes associated with the value realized on the vesting of the RSU/PSA awards, with the net number of shares received by each of the NEOs as follows:

  123. FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | NEO | Net Shares Received on Vesting | | Fran Horowitz | 182,983 | | Robert J. Ball | 3,595 | | Scott D. Lipesky | 42,847 | | Samir Desai | 32,745 | | Gregory J. Henchel | 15,500 |

  124. FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    (3)The PSAs granted for the Fiscal 2022 through Fiscal 2024 performance period vested and were settled during Fiscal 2025 and the terms of the earning of the PSAs were reflected in the Proxy Statement for the 2025 Annual Meeting of Stockholders. Included within the total in the “Value Realized on Vesting” column above, the gross value realized upon vesting of the Fiscal 2022 through Fiscal 2024 PSAs for each NEO who received a grant of PSAs in Fiscal 2022 was $17,572,432 for Ms. Horowitz; $3,993,846 for Mr. Lipesky; $3,080,919 for Mr. Desai; and $1,483,564 for Mr. Henchel. Mr. Ball was not granted PSAs in Fiscal 2022.

  125. FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE

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  126. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  127. Nonqualified Deferred Compensation for Fiscal 2025

    Nonqualified Deferred Compensation for Fiscal 2025

  128. Nonqualified Deferred Compensation for Fiscal 2025

    | Name | Executive Contributions in Fiscal 2025 ($)(1) | Aggregate Earnings in Fiscal 2025 ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance as of January 31, 2026 ($)(3) | | Fran Horowitz | 42,000 | 38,673 | — | 816,840 | | Robert J. Ball | 41,589 | 19,202 | — | 420,820 | | Scott D. Lipesky | 33,481 | 54,531 | — | 1,133,749 | | Samir Desai | — | — | — | — | | Gregory J. Henchel | — | — | — | — |

  129. Nonqualified Deferred Compensation for Fiscal 2025

    (1)The amounts shown in this column reflect the base salary and Short-Term Cash Incentive Plan payouts for Fiscal 2025 that were deferred by NEOs participating in the NSSR Plan in Fiscal 2025. All amounts in this column are included in the “Salary” and/or the “Non-Equity Incentive Plan Compensation” column totals for Fiscal 2025 reported in the “Fiscal 2025 Summary Compensation Table” beginning on page 53 of this Proxy Statement. (2)Nonqualified deferred compensation balances earn fixed rates of interest. The rate for all account balances was fixed at 5% per annum for Fiscal 2025, which was not above-market for purposes of the applicable SEC rules, and thus these amounts are not reported in the “Fiscal 2025 Summary Compensation Table” beginning on page 53 of this Proxy Statement. (3)The following amounts are included in the balance as of January 31, 2026 and previously were reported as compensation to the NEOs in the Summary Compensation Tables for past fiscal years: (a) Ms. Horowitz – $639,915; (b) Mr. Lipesky – $961,332; (c) Mr. Ball – $90,289; (d) Mr. Desai – $0; and (e) Mr. Henchel – $0. Payouts under the NSSR Plan are based on the participant’s election at the time of deferral and may be made in a single lump sum or in annual installments over a five-year or ten-year period. If there is no distribution election on file, the payment will be made in ten annual installments. Regardless of the election on file, if the participant terminates employment with the Company before retirement, dies, or becomes disabled, the benefit will be paid in a single lump sum. However, if the participant dies while receiving annual installments, the beneficiary will continue to receive the remaining installment payments. The committee that administers the NSSR Plan may permit hardship withdrawals from a participant’s account under the NSSR Plan in accordance with defined guidelines, including the Internal Revenue Service definition of an unforeseeable emergency. Participants’ rights to receive their account balances from the Company are not secured or guaranteed. However, the Company maintains a rabbi trust, the purpose of which is to be a source of funds to match respective funding obligations to participants in the NSSR Plan and the Supplemental Executive Retirement Plan for the Company’s former CEO. In the event of a change of control of the Company, the Board has the authority to terminate the NSSR Plan and accelerate the payment of the aggregate balance of each participant’s account. The NSSR Plan is subject to requirements affecting deferred compensation under Section 409A of the Internal Revenue Code (“Section 409A”) and is being administered in compliance with the applicable regulations under Section 409A.

  130. Nonqualified Deferred Compensation for Fiscal 2025

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  131. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

  132. CEO PAY RATIO

    CEO PAY RATIO The following information about the relationship between the compensation of our associates and the compensation of Ms. Horowitz, our CEO, is provided in compliance with the requirements of Item 402(u) of Regulation S-K (“Item 402(u)”). In Fiscal 2025, the total compensation of our median-compensated associate, excluding Ms. Horowitz, was $3,719. In identifying the median-compensated associate, we used the following methodology, which was identical to the steps we have taken since Fiscal 2017. We determined that, as of November 2, 2025, the first day of our fourth fiscal quarter in Fiscal 2025, our associate population was equal to 47,313 individuals globally. This number includes all individuals determined to be associates, whether full-time, part-time, or temporary as of that date. Next, we identified the associate receiving the median amount of compensation in our associate population. To do this, we compared the amount of wages and other compensation received by each associate, other than Ms. Horowitz, as reflected in our payroll records and reported to the applicable taxing authority in each country from which we operate, for the calendar year ended December 31, 2025. Compensation values were not annualized for mid-year hires, as we do not use a “standard hour” staffing model in many of our operating jurisdictions. Compensation values for our foreign associates were converted to U.S. dollars by using the foreign currency exchange rate on December 31, 2025. The median-compensated associate we identified for Fiscal 2025 was a different associate from the one identified for Fiscal 2024. As required by Item 402(u), we measured our median associate’s annual total compensation for 2025 by adding together the same elements of compensation that are included in Ms. Horowitz’s total 2025 compensation, as reported in the “Fiscal 2025 Summary Compensation Table” (beginning on page 53 of this Proxy Statement). Ms. Horowitz’s total compensation for Fiscal 2025, as reported in the “Fiscal 2025 Summary Compensation Table,” was $13,300,257. The resulting estimated ratio of the annual total compensation of Ms. Horowitz to the annual total compensation of our median-compensated associate was 3,576 to 1, which was calculated in a manner consistent with Item 402(u). As additional context, the significant majority of our global associate population work in our stores. As a result, the magnitude of our ratio is influenced by our store staffing model, which relies on a significant number of part-time associates, including temporary and seasonal associates. Many of our store associates balance their part-time schedules with other life commitments, such as education or family responsibilities. Our approach to store staffing provides the advantage of flexible, entry-level employment opportunities to such associates, including students (many of whom are among our core customer demographic). Our median associate for Fiscal 2025 is a part-time, hourly retail store associate who worked a variable schedule throughout the year. Further, other public companies will use methods and assumptions that differ from those we have chosen, but that are appropriate for their circumstances. Therefore, it may be difficult, for this and other reasons, to compare our reported pay ratio to pay ratios reported by other companies.

  133. CEO PAY RATIO

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  134. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table and related disclosure below are provided in compliance with the requirements of Item 402(v) of Regulation S-K to summarize information regarding the relationship between “Compensation Actually Paid” (“CAP”) (as calculated under applicable SEC rules), for our Principal Executive Officer (PEO) and our non-PEO NEOs, on an average basis, and the Company’s financial performance for each of the years Fiscal 2021 through Fiscal 2025. The methodology for calculating amounts presented in the columns “CAP to PEO” (Compensation Actually Paid to PEO) and “Average CAP to Non-PEO NEOs” (Average Compensation Actually Paid to Non-PEO NEOs), including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table totals to arrive at the values presented for CAP, are provided in the footnotes to the table. A narrative discussion of the relationship between CAP and the Company’s performance measures (i) listed in the table below and (ii) that the Company has deemed most important in linking CAP during Fiscal 2025 to Company performance is also presented below. The calculations and analysis below do not necessarily reflect our approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion and Analysis beginning on page 36 of this Proxy Statement.

  135. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year(1) | Summary Compensation Table Total for PEO ($) | CAP to PEO(2)-(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average CAP to Non-PEO NEOs(2)-(3) ($) | Company TSR ($) | Peer Group TSR(4) ($) | Net Income (loss) ($000s) | Adjusted EBIT(5) ($000s) | | 2025 | 13,300,257 | (11,626,746) | 2,618,789 | (1,143,004) | 423.19 | 241.22 | 506,921 | 747,701 | | 2024 | 17,036,310 | 40,833,160 | 3,065,458 | 5,768,307 | 517.47 | 196.33 | 556,223 | 827,109 | | 2023 | 15,035,354 | 99,155,466 | 4,656,050 | 24,673,479 | 474.51 | 160.29 | 328,123 | 576,957 | | 2022 | 11,034,157 | (2,402,908) | 3,099,622 | (521,229) | 118.38 | 132.31 | 2,816 | 138,101 | | 2021 | 12,851,399 | 35,570,105 | 4,030,199 | 9,544,567 | 158.17 | 110.72 | 263,010 | 417,191 |

  136. PAY VERSUS PERFORMANCE

    (1)NEOs included in the above compensation columns reflect the following:

  137. PAY VERSUS PERFORMANCE

    | Fiscal Year | PEO | Non-PEO NEOs | | 2025 | Fran Horowitz | Scott D. Lipesky, Robert J. Ball, Samir Desai, Gregory J. Henchel | | 2024 | Fran Horowitz | Scott D. Lipesky, Robert J. Ball, Samir Desai, Gregory J. Henchel, Jay Rust | | 2023, 2022, 2021 | Fran Horowitz | Scott D. Lipesky, Kristin Scott, Samir Desai, Gregory J. Henchel |

  138. PAY VERSUS PERFORMANCE

    (2)Fair value amounts or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns were determined based on applicable SEC rules with respect to previously granted time-based RSUs and PSAs. For PSAs, changes in fair value were calculated as of the end of the covered fiscal year based on the probable outcome of performance conditions, with the TSR-weighted portion of PSAs, calculated pursuant to a Monte Carlo simulation, as of the last day of the applicable fiscal year. No stock options were granted or continued to vest during any fiscal year presented in the table. (3)For Fiscal 2025, the values included in the “CAP to PEO” and “Average CAP to Non-PEO NEOs” columns reflect the following adjustments from the values shown in the “Summary Compensation Table Total for PEO” and “Average Summary Compensation Table Total for Non-PEO NEOs” columns, respectively:

  139. PAY VERSUS PERFORMANCE

    | | PEO ($) | Average Non-PEO NEOs ($) | | Total Reported in Fiscal 2025 Summary Compensation Table (SCT) | 13,300,257 | 2,618,789 | | Less: Value of stock awards reported in SCT | 10,456,903 | 1,586,376 | | Plus: Year-end value of stock awards granted in fiscal year that are outstanding and unvested | 10,443,455 | 1,584,364 | | Plus: Change in fair value (from prior year-end) of stock awards granted in prior years that are outstanding and unvested | (11,119,618) | (1,623,158) | | Plus: Fair Market Value (FMV) of awards granted this year and that vested this year | — | — | | Plus: Change in fair value (from prior year-end to vesting date) of prior year stock awards that vested this year | (13,793,937) | (2,136,623) | | Less: Prior year-end fair value of stock awards granted in prior years that failed to vest this year | — | — | | Total Adjustments | (24,927,003) | (3,761,793) | | Compensation Actually Paid for Fiscal 2025 | (11,626,746) | (1,143,004) |

  140. PAY VERSUS PERFORMANCE

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  141. PAY VERSUS PERFORMANCE

    (4)For purposes of calculating peer group total shareholder return, the S&P Retail Select Industry Index was utilized pursuant to Item 201(e) of Regulation S-K and as is reflected in our Fiscal 2025 Form 10-K. In accordance with applicable SEC rules, peer group TSR was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on January 30, 2021, through and including the end of the fiscal year for which TSR is being presented in the table. TSR calculations reflect reinvestment of dividends. (5)We identified Adjusted EBIT as our Company-Selected Measure that represents, in our view, the most important measure used to link Compensation Actually Paid to performance for Fiscal 2025. Adjusted EBIT was the most heavily weighted performance measure in the Company’s annual cash incentive program for each of the years Fiscal 2021 through Fiscal 2025, and is a key driver of the Avg. Adjusted EBIT Margin metric used in our PSA program. Adjusted EBIT is a non-GAAP measure. Please refer to Appendix A to this Proxy Statement for additional detail on this measure.

  142. Pay Versus Performance Descriptive Disclosure

    Pay Versus Performance Descriptive Disclosure We believe that the Compensation Actually Paid in each of the years Fiscal 2021 through Fiscal 2025 and over the five-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance.” The Compensation Actually Paid fluctuated year-over-year, primarily because of our (i) stock performance, (ii) varying levels of achievement against pre-established performance goals under our long-term incentive program, and (iii) varying levels of achievement against pre-established performance goals under our annual cash incentive program. In addition to reviewing this discussion and the Pay Versus Performance table above, we encourage you to read the Compensation Discussion and Analysis section of this proxy statement, which explains our executive compensation philosophy and programs for our PEO and non-PEO NEOs.

  143. Chart 1: Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return (TSR)

    Chart 1: Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return (TSR) The CAP values for our PEO and non-PEO NEOs over the five-year period of Fiscal 2021 through Fiscal 2025 generally align with the Company’s TSR performance over the same period, reflecting the Compensation Committee’s emphasis on at-risk, performance-based equity compensation for our PEO and non-PEO NEOs. Our PEO and non-PEO NEOs receive a mix of time-vesting RSUs and performance-vesting PSAs, and all PSAs granted from Fiscal 2021 to Fiscal 2025 were directly tied to relative TSR. For more information regarding the PSAs, refer to the discussion beginning on page 46 of this Proxy Statement. As depicted in the below chart, from Fiscal 2021 to Fiscal 2022, there was a decrease in cumulative TSR on both an absolute and relative basis, which resulted in decreases in CAP values. Strong cumulative TSR performance and peer group outperformance in Fiscal 2023 was associated with higher fair values of equity awards, which resulted in increased CAP values. While cumulative TSR increased slightly in Fiscal 2024, CAP values decreased due to the impact of stock price movements and year-over-year changes in the fair value of equity awards on CAP. Although cumulative TSR remained elevated above the peer group, in Fiscal 2025, the decline in cumulative TSR from the prior year resulted in decreases in CAP values.

  144. Chart 1: Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return (TSR)

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  145. Chart 2: Compensation Actually Paid Versus Net Income

    Chart 2: Compensation Actually Paid Versus Net Income SEC rules require that net income be presented as a performance measure in the Pay Versus Performance table. As depicted in the chart below, changes in CAP for our PEO and non-PEO NEOs over Fiscal 2021 through Fiscal 2025 generally reflect trends in net income over the period. That said, no portion of our compensation is directly tied to net income results.

  146. Chart 3: Compensation Actually Paid Versus Adjusted EBIT

    Chart 3: Compensation Actually Paid Versus Adjusted EBIT We identified Adjusted EBIT as our Company-Selected Measure that represents, in our view, the most important measure used to link CAP to our performance. Adjusted EBIT was the most heavily weighted performance measure in our annual cash incentive program for each of the years Fiscal 2021 through Fiscal 2025 and is also reflected in Avg. Adjusted EBIT Margin, one of the three equally-weighted performance measures in the PSAs granted during that period. As depicted in the chart below, lower Adjusted EBIT in Fiscal 2022 as compared to Fiscal 2021 coincided with decreases in CAP values, while higher Adjusted EBIT in Fiscal 2023 correlated with increased CAP values. In Fiscal 2024 and Fiscal 2025, CAP declined despite continued strong Adjusted EBIT performance, reflecting the impact of stock price movements and year-over-year changes in the fair value of equity awards on CAP.

  147. Chart 3: Compensation Actually Paid Versus Adjusted EBIT

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  148. Are there any cumulative voting rights in the election of directors?

    Are there any cumulative voting rights in the election of directors? No.